Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Feb. 15, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Franchise Holdings International, Inc. | |
Entity Central Index Key | 1,096,275 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 119,127,240 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | ||
Accounts receivable | 8,383 | 81,146 |
Inventory | 32,278 | 78,975 |
Related party receivable (note 11) | 7,607 | 7,770 |
Prepaid expenses and deposits | 516,952 | 116,267 |
Total Current Assets | 565,220 | 284,158 |
Property and Equipment, Net of Accumulated Depreciation of $2,302 (December 31, 2016 - $1,244) | 53,079 | 39,263 |
Intangible Assets, Net of Accumulated Amortization of $978 (December 31, 2016 - $746) | 13,097 | 13,328 |
Total Assets (Substantially Pledged as Collateral) | 631,396 | 336,749 |
Current Liabilities | ||
Bank overdraft | 1,765 | 2,635 |
Accounts payable and accrued liabilities | 114,885 | 340,270 |
Income taxes payable | 5,152 | 4,796 |
Current portion of secured notes payable (note 4) | 226,323 | 105,985 |
Convertible promissory note payable, net of discount (note 5) | 78,978 | |
Derivative liability (note 6) | 704,868 | |
Loan payable (note 8) | 19,262 | |
Due to shareholder (note 9) | 22,536 | |
Total Current Liabilities | 389,923 | 1,237,532 |
Secured Note Payable, Net of Current Portion (note 4) | 46,313 | 104,084 |
Total Liabilities | 436,236 | 1,341,616 |
Commitments and Contingencies | ||
Shareholders' Equity (Deficit) | ||
Common stock, $0.0001 par value, 299,000,000 shares authorized, 118,787,240 and 68,088,142 shares issued and outstanding as of September 30, 2017 and December 31, 2016 respectively (note 10) | 11,879 | 6,809 |
Additional paid-in capital | 7,349,371 | 4,189,607 |
Cumulative translation adjustment | 4,574 | (3,778) |
Share subscriptions payable | 1,231,079 | |
Share subscriptions receivable | (48,765) | (9,350) |
Accumulated deficit | (8,362,978) | (5,188,155) |
Total Shareholders' Equity (Deficit) | 195,160 | (1,004,867) |
Total Liabilities and Shareholders' Equity (Deficit) | 631,396 | 336,749 |
Series A Preferred Stock [Member] | ||
Shareholders' Equity (Deficit) | ||
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding as of September 30, 2017 and 0 outstanding as of December 31, 2016 respecitvely (note 10) | $ 10,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Property and Equipment, net of accumulated depreciation | $ 2,302 | $ 1,244 |
Intangible Assets, net of accumulated amortization | $ 978 | $ 746 |
Shareholders' Equity (Deficit) | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 299,000,000 | 299,000,000 |
Common stock, issued | 118,787,240 | 68,088,142 |
Common stock, outstanding | 118,787,240 | 68,088,142 |
Series A Preferred Stock [Member] | ||
Shareholders' Equity (Deficit) | ||
Series A preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A preferred stock, authorized | 1,000,000 | 1,000,000 |
Series A preferred stock, issued | 1,000,000 | 0 |
Series A preferred stock, outstanding | 1,000,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statements Of Operations | ||||
Net Sales | $ 20,315 | $ 159,588 | $ 190,062 | $ 278,963 |
Cost of Goods Sold | 17,296 | 128,025 | 150,869 | 230,611 |
Gross Profit | 3,019 | 31,563 | 39,193 | 48,352 |
Operating Expenses | ||||
General and administrative | 20,946 | 28,234 | 1,441,788 | 77,277 |
Sales and marketing | 948 | 13,755 | 2,465 | 52,343 |
Professional fees | 91,450 | 39,877 | 162,065 | 137,767 |
Loss (gain) on foreign exchange | (454) | (1,260) | 25,644 | 5,125 |
Total operating expenses | 112,890 | 80,606 | 1,631,962 | 272,512 |
Loss from operations | (109,871) | (49,043) | (1,592,769) | (224,160) |
Other Income (Expense) | ||||
Interest expense | (1,573) | (13,792) | (12,371) | (30,609) |
Gain (loss) on derivative (note 6) | 54,744 | (484,720) | (82,609) | |
Transaction costs | ||||
Debt issuance costs | (3,123) | (2,971) | (3,123) | |
Finance charges | (6,578) | (17,568) | (35,669) | (17,568) |
Loss on settlement of debt | (1,046,322) | |||
Amortization of discount on convertible debt | (41,496) | (41,496) | ||
Total other income (expense) | (8,151) | (21,235) | (1,582,053) | (175,405) |
Net Loss for the period | (118,022) | (70,278) | (3,174,822) | (399,565) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustment | (8,850) | 2,760 | (8,352) | (1,756) |
Comprehensive Loss for the period | $ (126,872) | $ (67,518) | $ (3,183,174) | $ (401,321) |
Loss per Weighted Average Share (basic and diluted) | $ (0.02) | $ (0.01) | ||
Weighted Average Number of Shares (basic and diluted) | 205,243,762 | 67,314,229 | 184,081,305 | 67,291,017 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (3,174,822) | $ (399,565) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,290 | 741 |
Accrued interest | 16,835 | |
Finance charges and interest paid in shares | 24,824 | 17,000 |
Professional fees paid in shares | 29,374 | |
Stock based compensation | 1,360,000 | |
Debt issuance costs | 1,623 | |
Loss on settlement of debt | 1,046,322 | |
Loss on derivative | 484,720 | 82,609 |
Amortization and accretion of debt discount | 2,971 | 53,965 |
Total items not involving cash flow from operating activities | (208,486) | (243,627) |
Changes in operating assets and liabilities (note 14) | 126,600 | 74,987 |
Net cash used in operating activities | (81,886) | (168,640) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (14,875) | (552) |
Net cash used in investing activities | (14,875) | (552) |
Cash Flows from Financing Activities | ||
Overdraft proceeds | (870) | |
Share subscription proceeds | 1,750 | 9,900 |
Proceeds from promissory notes | 53,389 | 171,750 |
Proceeds of shareholder loans | 22,536 | |
Proceeds of loan payable | 19,262 | |
Debt issuance costs | (7,500) | |
Repayment of promissory notes | (7,658) | (16,327) |
Net cash provided by financing activities | 88,409 | 157,823 |
Effects of Foreign Currency Translation | 8,352 | (1,756) |
Change in cash | (13,125) | |
Cash and cash equivalents - beginning of period | 14,466 | |
Cash and cash equivalents - end of period | 1,341 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Common Shares issued to CEO | 1,460,000 | 102,000 |
Common Shares issued as finance charges | 21,000 | 17,000 |
Conversion of promissory notes | 1,314,904 | |
Increase (decrease) in share subscriptions payable | 1,231,079 | (88,015) |
Increase in share subscriptions receivable | $ 39,415 | $ (9,900) |
Corporate Reorganization
Corporate Reorganization | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 1 - Corporate Reorganization | During the period ended September 30, 2017, the Company completed a corporate reorganization ( the Reorganization) in accordance with Section 251(g) of the Delaware General Corporation Law, pursuant to which the Company became a wholly-owned subsidiary of a newly formed entity which became the successor of the public company (the Successor Issuer). In connection with the Reorganization, the Company redomiciled into Delaware and changed its name to Franchise Transition Inc., and the Successor Issuer took the name Franchise Holdings International, Inc. As one result, the assets and liabilities of the Company, remain the assets and liabilities of such entity. Pursuant to the Reorganization, the outstanding shares of the Company were exchanged for shares of the Successor Issuer on a one-for-one basis. Subsequent to September 30, 2017, this corporate reorganization was unwound. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 2 - Basis of Presentation and Going Concern | a) Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the nine month period ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on September 18, 2017. b) Functional and Reporting Currency These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at September 30, 2017 were converted into United States Dollars at a rate of 1.25 Canadian Dollars to one United States Dollar. Balances denominated in Canadian Dollars outstanding at December 31, 2017 were converted into United States Dollars at a rate of 1.34 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended September 30, 2017 were converted into United States Dollars at a rate of 1.31 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended September 30, 2016 were converted into United States Dollars at a rate of 1.32 Canadian Dollars to one United States Dollar. c) Use of Estimates The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. d) Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the nine month period ended September 30, 2017, the Company incurred a net loss of $3,174,822, and as of that date, the Companys accumulated deficit was $8,362,978. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 3 - Significant Accounting Policies | The accounting polices used in the preparation of these interim unaudited consolidated financial statements are consistent with those of the Companys audited financial statements for the year ended December 31, 2016. |
Secured Notes Payable
Secured Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 4 - Secured Notes Payable | During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $39,000. The secured promissory note is due September 2, 2018 and bears interest at a rate of 18% per annum, accrued daily, and calculated and payable monthly in arrears on the last day of each and every month. The secured promissory note is secured by a first charge and security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement and a charge against the inventory of the Company. The Company has classified this note payable as current on the Balance Sheet. In connection with the issuance of the secured promissory note, the Company issued 100,000 shares of its common stock with an aggregate fair value of $15,000 as a commitment fee. The commitment fee was expensed during the year ended December 31, 2016. During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $25,000. The secured promissory note is due October 1, 2018 and bears interest at a rate of 18% per annum, accrued daily, and calculated and payable monthly in arrears on the last day of each and every month. The secured promissory note is secured by a first charge and security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement and a charge against the inventory of the Company. The Company has classified this note payable as long-term on the Balance Sheet. During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $15,000. The secured promissory note is due July 13, 2018 and bears interest at a rate of 18% per annum, accrued daily, and calculated and payable monthly in arrears on the last day of each and every month. The secured promissory note is secured by a first charge and security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement and a charge against the inventory of the Company. The Company has classified this note payable as current on the Balance Sheet. During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $20,608 (27,670 Canadian Dollars). The secured promissory note is due July 13, 2018 and bears interest at a rate of 18% per annum, accrued daily, and calculated and payable monthly in arrears on the last day of each and every month. The secured promissory note is secured by a first charge and security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement and a charge against the inventory of the Company. During the period ended September 30, 2017, the Company borrowed an additional $49,840 (64,678 Canadian Dollars) with the same terms as the original advance of $20,608. The Company has classified this note payable as current on the Balance Sheet. As of September 30, 2017, the Company has accrued interest of $21,313 (December 31, 2016 - $4,476) related to the above secured promissory notes. During the year ended December 31, 2016, the Company issued a promissory note in the amount of $65,000 to a consultant for the purposes of generating subscriptions of shares of the Companys common stock. Of the principal balance of $65,000, $12,200 has been allocated against additional paid-in capital, with the remaining $52,800 expensed as financing charges. The promissory note was due February 18, 2017 and was non-interest bearing. During the period ended September 30, 2017, this promissory note was assigned to another lender. At the time of assignment the terms of this note were renegotiated with the new holder. The promissory note is now due March 1, 2018 and bears interest at the rate of 8%. In October, 2015, the Company entered into a secured promissory note with an investor in the principal amount of $79,768 (102,000 Canadian Dollars). The Company received proceeds of $58,653 (75,000 Canadian Dollars) and $21,115 (27,000 Canadian Dollars) was recorded as an original issue discount which will be accreted over the life of the note to interest expense. The promissory note requires a daily payment of $249 (324 Canadian Dollars) until January 26, 2017 and carries a 40.0% interest rate. The promissory note is secured by all assets of the Company. The outstanding principal balance on the note at September 30, 2017 was $33,327 (41,592 Canadian Dollars) and the carrying amount of the original issue discount was $0 (0 Canadian Dollars). The outstanding principal balance on the note at December 31, 2016 was $44,382 (56,592 Canadian Dollars) and the carrying amount of the original issue discount was $1,163 (1,561 Canadian Dollars). As of September 30, 2017 and December 31, 2016, this note was in default, however, there have been no actions taken by the investor pursuant to the default, as they continue to withdraw the daily payment as funds permit. Subsequent to September 30, 2017, this note was repaid in full. The amounts repayable under the secured promissory notes are as follows: September 30, 2017 December 31, 2016 Balance owing $ 272,636 $ 210,069 Less amounts due within one year (226,323 ) (105,985 ) $ 46,313 $ 104,084 |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 5 - Convertible Promissory Notes Payable | a) During the year ended December 31, 2016, the Company entered into a convertible promissory note in the principal amount of $77,750 with a maturity date of March 22, 2017. The convertible promissory note bears interest at a rate of 10.0% per annum from the date of issue until the principal becomes due and payable whether at maturity or upon acceleration or by prepayment or otherwise. Any amount of principal or interest that is not paid when it becomes due shall bear interest at a rate of 24.0% per annum from the due date thereof until the outstanding amounts are paid. No amounts under the convertible promissory note can be prepaid in whole or in part except as otherwise explicitly set out in the terms of the convertible promissory note with the written consent of the Holder. The Holder has the right to convert any unpaid principal amount into shares of the Companys common stock at any time from the date of the issuance of the convertible promissory note to the later of (i) maturity or (ii) the date the outstanding principal and interest is paid. The price at which the conversion is to occur is the lesser of (i) 45% multiplied by the Trading Price (representing a discount rate of 55%) during the previous trading day period ending on the latest complete trading day prior to the date of the convertible promissory note and (ii) the Variable Conversion Price, which shall mean 45% multiplied by the Market Price which shall be the lowest Trading Price for the Companys Stock during the 25 day Trading Period ending on the last complete Trading Day prior to the Conversion Date. In connection with the issuance of the convertible promissory note, the Company incurred debt issuance costs of $7,500 which are being amortized over the maturity period of the convertible promissory note. Included in interest expense for the period ended September 30, 2017, is $2,217 related to the amortization of the debt issuance costs. During the period ended September 30, 2017, and prior to the maturity date, the promissory note and accrued interest was converted in full into 37,640,800 shares of the Companys common stock. b) During the year ended December 31, 2016, the Company entered into a convertible promissory note in the principal amount of $55,000 with a maturity date of June 28, 2017. The convertible promissory note bears interest at a rate of 10.0% per annum from the date of issue until the principal becomes due and payable whether at maturity or upon acceleration or by prepayment or otherwise. Any amount of principal or interest that is not paid when it becomes due shall bear interest at a rate of 24.0% per annum from the due date thereof until the outstanding amounts are paid. The Holder has the right to convert any unpaid principal amount into shares of the Companys common stock at any time from the date of the issuance of the convertible promissory note to the later of (i) maturity or (ii) the date the outstanding principal and interest is paid. The price at which the conversion is to occur is the lesser of (i) the closing sale price of the Companys common stock on the Principal Market on the Trading Date immediately preceding the Closing Date and ii) 55% of the lowest sale price for the Companys common stock on the Principal Market during the twenty (20) consecutive Trading Days immediately preceding the Conversion Date provided, however, if the Companys share price at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level 2), then the Conversion Price may, in the Holders sole and absolute discretion, be reduced to a fixed conversion price of 0.00001 (if lower than the conversion price otherwise), and provided, that if on the date of delivery of the Conversion Shares to the Holder, or any date thereafter while Conversion Shares are held by the Holder, the closing bid price per share of the Companys common stock on the Principal Market on the Trading Day on which shares of the Companys common stock are traded is less than the sale price per share of the Companys common stock on the Principal Market on the Trading Day used to calculate the Conversion Price hereunder, then such Conversion Price shall be automatically reduced such that the Conversion Price shall be recalculated using the new low closing bid price (Adjusted Conversion Price) and shall replace the Conversion Price above, and Holder shall be issued a number of additional shares such that the aggregate number of shares Holder receives is based upon an Adjusted Conversion Price. For the purpose of clarity, any shares required to be issued as a result of an Adjusted Conversion Price shall be deemed to be Conversion Shares under this convertible promissory note. In connection with the issuance of the convertible promissory note, the Company incurred debt issuance costs of $1,500 which are being amortized over the maturity period of the convertible promissory note. Included in interest expense for the period ended September 30, 2017, is $754 related to the amortization of the debt issuance costs. During the period ended September 30, 2017, and prior to the maturity date, the promissory note and accrued interest was converted in full into 24,503,724 shares of the Companys common stock. As a result of the derivative liabilities associated with the conversion feature of the convertible promissory notes, exceeding the principal amounts of the convertible promissory notes, the Company had recognized aggregate discounts on the convertible promissory notes of $132,750. Upon conversion of the convertible promissory notes, the unamortized balances of the discounts were recorded as a reduction to additional paid-in capital. |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 6 - Derivative Liability | The Company adopted ASC 815 which defines the determination of whether an instrument (or embedded feature) is solely indexed to an entitys own stock. During the period ended December 31, 2016, the Company issued two convertible promissory notes payable, as described in note 7, which contain features that entitles the holder to convert any outstanding amounts payable under the convertible promissory note into a shares of the common stock of the Company, the number of which is dependent on several factors. As such, ASC 815 determines the convertible promissory note to be a hybrid financial instrument that includes an embedded derivative that requires separation from the main financial instrument and recognition at fair value. During the period ended September 30, 2017, the convertible promissory notes to which the derivative liabilities relate, were converted to shares of the Companys common stock. During the period ended September 30, 2017, the Company recognized an aggregate loss on the value of the derivative liability of $484,720 related to the changes in value from January 1, 2017 to the dates upon which the convertible promissory notes were converted. |
Share Issuance_ Claim Extinguis
Share Issuance/ Claim Extinguishment Agreement | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 7 - Share Issuance/ Claim Extinguishment Agreement | During the period ended September 30, 2017, the Company entered into a share issuance/ claim extinguishment agreement (the Agreement) with another party, pursuant to which the Company agreed to issue 35,000,000 shares of its common stock in exchange for the assumption of aggregate accounts payable of the Company of $183,443. The fair value of the shares to be issued pursuant to the Agreement was estimated to be $1,218,000 resulting in a loss on the settlement of debt in the amount of $1,034,557 recognized during the period ended September 30, 2017. During the period ended September 30, 2017, the Company issued 10,400,000 of the shares leaving 24,600,000 shares with a value of $856,079 to be issued as at September 30, 2017. |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 8 - Loans Payable | During the period ended September 30, 2017, the Company entered into a Term Sheet with respect to loans to the Company of up to $500,000 to fund the purchases of inventory. Any advances made pursuant to the Term Sheet will be secured by the wholesale inventory of the Company, all of the shares of the Company held by its majority shareholder and CEO and another asset of the Companys majority shareholder. Pursuant to the Term Sheet, the Company agrees to pay 1.5% per month on all drawn amounts, an initial due diligence fee of $20,000 upon receipt of the first $220,000 loan amount (the first tranche) and a monthly monitoring fee of $5,000 for the first tranche and up to a loan amount of $500,000. The lender can choose to waive payment of the monthly fee in exchange for conversion of the amount into shares of the Companys common stock at a price of $0.035 per share. Should the price of the Companys stock increase beyond $0.05 per share, the conversion price will be struck at a 30% discount to the closing price of the volume weighted average price on the OTC market of the previous five trading days. Pursuant to the Term Sheet, the term of the advances made will be for a minimum of two years and the Company shall have the right to increase the credit facility to $1,000,000 provided the minimum term extends to three years. Upon the full and final advance of $500,000, the Company agrees to issue to the lender, 1,000,000 shares of its common stock and 2,000,000 warrants entitling the holder to acquire one share of the Companys common stock at a price of $0.04 per share. As at September 30, 2017, no amounts had been borrowed pursuant to the Term Sheet. During the period ended September 30, 2017, the Company borrowed $10,000 pursuant to a loan agreement. The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of August 11, 2018. During the period ended September 30, 2017, the Company borrowed $9,262 (12,000 Canadian Dollars) pursuant to a loan agreement. The loan bears interest at 18% per annum, payable at a rate of 9% on the semi-annual anniversary and 9% on the repayment date of August 15, 2018. |
Due to Shareholder
Due to Shareholder | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 9 - Due to Shareholder | During the period ended September 30, 2017, the Companys majority shareholder and CEO advanced $22,536 to the Company. The amount is non-interest bearing and payable on demand. |
Preferred and Common Stock
Preferred and Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 10 - Preferred and Common Stock | The Company is authorized to issue 1,000,000 shares of its Series A Preferred Stock with a par value of $0.0001. These shares have voting rights equal to 299 shares of common stock, per share of preferred. The Company is authorized to issue 299,000,000 shares of its common stock with a par value of $0.0001. All shares are ranked equally with regards to the Companys residual assets. During the period ended September 30, 2017, the Company issued 62,144,524 common shares pursuant to the conversion of the convertible promissory notes discussed in note 4. During the period ended September 30, 2017, the Company issued 72,000,000 common shares of the Company to its CEO pursuant to the Companys employee stock incentive plan at a deemed cost of $0.001 per share. The fair value of the common shares of $1,360,000 has been included as general and administrative expense during the period ended September 30, 2017. During the period ended September 30, 2017, the Company issued 3,154,574 common shares in connection with two consulting agreements, the fair value of which was $100,000. The consultants paid, in aggregate, $3,154 for the shares, and the remaining balance of $96,846 will be expensed over the 180 day term of the consulting agreements. During the period ended September 30, 2017, the Company entered into a share issuance/ claim extinguishment agreement as disclosed in note 6. Pursuant to the debt assumption agreement, the Company issued 10,400,000 common shares during the period ended September 30, 2017. As at September 30, 2017, 24,600,000 common shares remain reserved for issuance pursuant to the share issuance/ claim extinguishment agreement. During the period ended September 30, 2017, the Company issued 3,000,000 shares of its common stock. The proceeds of $38,010 were receivable by the Company as of September 30, 2017 and were received subsequent to September 30, 2017. During the period ended September 30, 2017, the Company issued 1,000,000 shares of its Series A Preferred Stock to its controlling shareholder and CEO in exchange for 1,000,000,000 shares of common stock owned by the controlling shareholder and CEO. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 11 - Related Party Transactions | During the nine month period ended September 30, 2017, the Company recorded salaries expense of $29,540 (2016 - $18,593) related to services rendered to the Company by its major shareholder and CEO. During the nine month period ended September 30, 2017, the Company recognized revenue of $7,719 (2016 - $3,542) for goods sold to a company with a director, officer and shareholder in common. During the three month period ended September 30, 2017, the Company recorded salaries expense of $7,525 (2016 - $5,637) related to services rendered to the Company by its major shareholder and CEO. During the three month period ended September 30, 2017, the Company recognized revenue of $1,001 (2016 - $86) for goods sold to a company with a director, officer and shareholder in common. |
Consulting Agreement
Consulting Agreement | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 12 - Consulting Agreement | During the period ended September 30, 2017, the Company entered into a consulting agreement, pursuant to which the Company will issue 12,500,000 common shares of the Company, upon written demand by the consultant, in exchange for consulting services for a period of 18 months. The fair value of the 12,500,000 common shares to be issued was estimated to be $375,000 and the Company has recorded this amount as prepaid expenses and share subscriptions payable as at September 30, 2017 as the shares had yet to be issued as at that date. The Company has also recorded professional fees expense of $8,929 during the period ended September 30, 2017 related to this agreement. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 13 - Financial Instruments | Concentration of Customer Risk The following tables includes the percentage of the Companys sales to significant customers for the three and nine month periods ended September 30, 2017 and 2016. A customer is considered to be significant if they account for greater than 10% of the Companys annual sales. Three months ended September 30: 2017 2016 $ % $ % Customer A 17 - 113,831 71.3 Customer B 9,693 47.7 6,389 4.0 Customer C 5,689 28.0 1,267 0.1 15,399 75.7 121,487 75.4 Nine months ended September 30: 2017 2016 $ % $ % Customer A 100,236 52.7 146,099 52.4 Customer B 35,158 18.5 25,655 9.0 Customer C 20,076 10.6 1,267 0.1 155,470 81.8 173,021 61.5 The loss of any of these key customers could have an adverse effect on the Companys business. As at September 30, 2017, $2,622 (2016 - $118,354) was included in accounts receivable from the companies identified above, representing 31% (2016 - 81%) of the Companys accounts receivable as at that date. |
Changes in Cash Flows from Oper
Changes in Cash Flows from Operating Assets and Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 14 - Changes in Cash Flows from Operating Assets and Liabilities | The changes to the Companys operating assets and liabilities for the nine month periods ended September 30, 2017 and 2016 are as follows: 2017 2016 Decrease (increase) in accounts receivable $ 72,763 $ (50,539 ) Decrease (increase) in inventory 46,697 47,951 Decrease (increase) in prepaid expenses and deposits 41,786 1,067 Decrease (increase) in related party receivables 163 (2,558 ) Decrease (increase) in other receivables - - Increase (decrease) in income taxes payable 356 256 Increase (decrease) in accounts payable and accrued liabilities (35,165 ) 78,810 $ 126,600 $ 74,987 |
Prior Period Misstatement
Prior Period Misstatement | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 15 - Prior Period Misstatement | Subsequent to filing the Form 10-Q for the nine months ended September 30, 2016, it was discovered that the issuance of 200,000 shares of the Company's common stock with a fair value of $102,000 were not included in the Form 10-Q. The effect of this omission was that, as at September 30, 2016, prepaid expenses were understated by $102,000, common stock was understated by $20 and additional paid-in capital was understated by $101,980. As at September 30, 2016, the restated balance of prepaid expenses is $105,539, the restated balance of common stock is $6,759 and the restated balance of additional paid-in capital is $4,191,607. In addition, the correct weighted average shares outstanding for the three and nine month periods ended September 30, 2017 were 67,514,229 and 67,485,906 respectively. The effects of the prior period misstatement are as follows: As Originally Reported Restated Prepaid expenses $ 3,539 $ 105,539 Common stock $ 6,739 $ 6,759 Additional paid-in capital $ 4,089,627 $ 4,191,607 Weighted average shares outstanding - three month period 67,314,229 67,514,229 Weighted average shares outstanding - six month period 67,291,017 67,485,906 |
Evaluation of Subsequent Events
Evaluation of Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
NOTE 16 - Evaluation of Subsequent Events | Subsequent to September 30, 2017, the Company: a) Issued 340,000 shares of its common stock in exchange for services rendered of $10,000. b) Entered into two Share Issuance/ Claim Extinguishment Agreements pursuant to which the Company agreed to issue, in aggregate, 50,000,000 shares of its common stock in exchange for the assumption of aggregate indebtedness of $154,056. c) Entered into a Share Purchase Agreement pursuant to which the Company has agreed to issue share of its common stock for aggregate proceeds of $100,000 at a fixed issue price of $0.02 per share (the Fixed Price), provided, however, that if the Companys volume weighted average price (the VWAP) on the date the buyer provides a Stock Issuance Notice to the Company or on the date on which the buyer received such Issuance Shares, the Companys stock bid price is less than $0.035 (the Minimum Price), then the number of Issuance Shares shall increase as a result of a decrease in the Issuance Price below the Minimum Price. In such event, the Issuance Price shall decrease below the Fixed Price by an equal percentage of the difference between the VWAP and the Minimum Price. d) Entered into a Share Purchase Agreement pursuant to which the Company has agreed to issue share of its common stock for aggregate proceeds of $400,000 at a fixed issue price of $0.02 per share (the Fixed Price), provided, however, that if the Companys volume weighted average price (the VWAP) on the date the buyer provides a Stock Issuance Notice to the Company or on the date on which the buyer received such Issuance Shares, the Companys stock bid price is less than $0.035 (the Minimum Price), then the number of Issuance Shares shall increase as a result of a decrease in the Issuance Price below the Minimum Price. In such event, the Issuance Price shall decrease below the Fixed Price by an equal percentage of the difference between the VWAP and the Minimum Price. e) Borrowed $37,770 pursuant to a loan agreement. The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of October 18, 2018. f) Borrowed $30,000 pursuant to a loan agreement. The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of November 3, 2018. g) Borrowed $50,000 pursuant to a loan agreement. The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of November 3, 2018. The Company evaluated all subsequent events after the balance sheet date through February 15, 2018 the date the financial statements were available to be issued, and concluded there were no events or transactions occurring during this period that required recognition or disclosure in the financial statements other than that mentioned above. |
Basis of Presentation and Goi22
Basis of Presentation and Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Basis Of Presentation And Going Concern Policies | |
Interim Financial Information | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the nine month period ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on September 18, 2017. |
Functional and Reporting Currency | These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at September 30, 2017 were converted into United States Dollars at a rate of 1.25 Canadian Dollars to one United States Dollar. Balances denominated in Canadian Dollars outstanding at December 31, 2017 were converted into United States Dollars at a rate of 1.34 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended September 30, 2017 were converted into United States Dollars at a rate of 1.31 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended September 30, 2016 were converted into United States Dollars at a rate of 1.32 Canadian Dollars to one United States Dollar. |
Use of Estimates | The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Going Concern | These unaudited condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the nine month period ended September 30, 2017, the Company incurred a net loss of $3,174,822, and as of that date, the Companys accumulated deficit was $8,362,978. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment. |
Secured Notes Payable (Tables)
Secured Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Secured Notes Payable Tables | |
Summary of secured promissory note | September 30, 2017 December 31, 2016 Balance owing $ 272,636 $ 210,069 Less amounts due within one year (226,323 ) (105,985 ) $ 46,313 $ 104,084 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Financial Instruments Tables | |
Concentration of sales | Three months ended September 30: 2017 2016 $ % $ % Customer A 17 - 113,831 71.3 Customer B 9,693 47.7 6,389 4.0 Customer C 5,689 28.0 1,267 0.1 15,399 75.7 121,487 75.4 Nine months ended September 30: 2017 2016 $ % $ % Customer A 100,236 52.7 146,099 52.4 Customer B 35,158 18.5 25,655 9.0 Customer C 20,076 10.6 1,267 0.1 155,470 81.8 173,021 61.5 |
Changes in Cash Flows from Op25
Changes in Cash Flows from Operating Assets and Liabilities (Table) | 9 Months Ended |
Sep. 30, 2017 | |
Changes In Cash Flows From Operating Assets And Liabilities Table | |
Change in operating assets and liabilities | 2017 2016 Decrease (increase) in accounts receivable $ 72,763 $ (50,539 ) Decrease (increase) in inventory 46,697 47,951 Decrease (increase) in prepaid expenses and deposits 41,786 1,067 Decrease (increase) in related party receivables 163 (2,558 ) Decrease (increase) in other receivables - - Increase (decrease) in income taxes payable 356 256 Increase (decrease) in accounts payable and accrued liabilities (35,165 ) 78,810 $ 126,600 $ 74,987 |
Prior Period Misstatement (Tabl
Prior Period Misstatement (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Prior Period Misstatement Tables | |
Effects of prior period misstatement | As Originally Reported Restated Prepaid expenses $ 3,539 $ 105,539 Common stock $ 6,739 $ 6,759 Additional paid-in capital $ 4,089,627 $ 4,191,607 Weighted average shares outstanding - three month period 67,314,229 67,514,229 Weighted average shares outstanding - six month period 67,291,017 67,485,906 |
Basis of Presentation and Goi27
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Net Loss for the year | $ (118,022) | $ (70,278) | $ (3,174,822) | $ (399,565) | |
Accumulated deficit | $ (8,362,978) | $ (8,362,978) | $ (5,188,155) | ||
Canadian Dollar [Member] | |||||
Reporting Currency description | For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at September 30, 2017 were converted into United States Dollars at a rate of 1.25 Canadian Dollars to one United States Dollar. Balances denominated in Canadian Dollars outstanding at December 31, 2017 were converted into United States Dollars at a rate of 1.34 Canadian Dollars to one United States Dollar. | ||||
Transaction denominated description | converted into United States Dollars at a rate of 1.31 Canadian Dollars to one United States Dollar. | converted into United States Dollars at a rate of 1.32 Canadian Dollars to one United States Dollar. |
Secured Notes Payable (Details)
Secured Notes Payable (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Secured Notes Payable Details | ||
Balance owing | $ 272,636 | $ 210,069 |
Less amounts due within one year | (226,323) | (105,985) |
Notes Payable, Net of Current Portion | $ 46,313 | $ 104,084 |
Secured Notes Payable (Details
Secured Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Outstanding principal balance | $ 33,327 | $ 44,382 | ||
Carrying amount of the original issue discount | 0 | 1,163 | ||
Aggregate fair value | 15,000 | |||
Accrued interest | 16,835 | |||
Payment of promissory note | $ 249 | |||
Interest rate on promissory note | 40.00% | |||
Common stock issued during period, shares | 100,000 | |||
Additional amount borrowed | $ 49,840 | |||
Original advance | 20,608 | |||
Consultant [Member] | ||||
Outstanding principal balance | 65,000 | |||
Proceeds of secured promissory note | $ 65,000 | |||
Secured promissory note due date | Feb. 18, 2017 | |||
Additional paid-in capital | $ 12,200 | |||
Remaining expenses financing charges | 52,800 | |||
Secured Promissory Note [Member] | ||||
Proceeds of secured promissory note | $ 39,000 | |||
Interest rate | 18.00% | |||
Secured promissory note due date | Sep. 2, 2018 | |||
Accrued interest | $ 21,313 | $ 4,476 | ||
Secured Promissory Note [Member] | Investor [Member] | ||||
Outstanding principal balance | $ 79,768 | |||
Carrying amount of the original issue discount | 21,115 | |||
Proceeds of secured promissory note | $ 58,653 | |||
Secured Promissory Note One [Member] | ||||
Proceeds of secured promissory note | $ 25,000 | |||
Interest rate | 18.00% | |||
Secured promissory note due date | Oct. 1, 2018 | |||
Secured Promissory Note Two [Member] | ||||
Proceeds of secured promissory note | $ 15,000 | |||
Interest rate | 18.00% | |||
Secured promissory note due date | Jul. 13, 2018 | |||
Secured Promissory Note Three [Member] | ||||
Proceeds of secured promissory note | $ 20,608 | |||
Interest rate | 18.00% | |||
Secured promissory note due date | Jul. 13, 2018 | |||
Secured Promissory Note Four [Member] | ||||
Interest rate | 8.00% | |||
Secured promissory note due date | Mar. 1, 2018 |
Convertible Promissory Notes 30
Convertible Promissory Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Debt issuance costs | $ 7,500 | ||||
Principal amount | $ 132,750 | $ 132,750 | |||
Interest on promissory note | 40.00% | ||||
Amortization of discount on convertible debt | $ 41,496 | $ 41,496 | |||
Convertible Promissory Notes Payable [Member] | |||||
Debt issuance costs | $ 7,500 | ||||
Interest expense related to the amortization of the debt issuance costs | $ 2,217 | ||||
Principal amount | $ 77,750 | ||||
Maturity date | Mar. 22, 2017 | ||||
Interest on promissory note | 10.00% | ||||
Interest rate | 24.00% | ||||
Issuance convertible promissory note description | The price at which the conversion is to occur is the lesser of (i) 45% multiplied by the Trading Price (representing a discount rate of 55%) during the previous trading day period ending on the latest complete trading day prior to the date of the convertible promissory note and (ii) the Variable Conversion Price, which shall mean 45% multiplied by the Market Price which shall be the lowest Trading Price for the Companys Stock during the 25 day Trading Period ending on the last complete Trading Day prior to the Conversion Date. | ||||
Common stock converted shares | 37,640,800 | ||||
Convertible Promissory Notes Payable One [Member] | |||||
Debt issuance costs | $ 1,500 | ||||
Interest expense related to the amortization of the debt issuance costs | $ 754 | ||||
Principal amount | $ 55,000 | ||||
Maturity date | Jun. 28, 2017 | ||||
Interest on promissory note | 10.00% | ||||
Interest rate | 24.00% | ||||
Issuance convertible promissory note description | The price at which the conversion is to occur is the lesser of (i) the closing sale price of the Companys common stock on the Principal Market on the Trading Date immediately preceding the Closing Date and ii) 55% of the lowest sale price for the Companys common stock on the Principal Market during the twenty (20) consecutive Trading Days immediately preceding the Conversion Date provided, however, if the Companys share price at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level 2), then the Conversion Price may, in the Holders sole and absolute discretion, be reduced to a fixed conversion price of 0.00001 (if lower than the conversion price otherwise), and provided, | ||||
Common stock converted shares | 24,503,724 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Liability Details Narrative | ||||
Loss on derivative liability | $ 54,744 | $ (484,720) | $ (82,609) |
Share Issuance_ Claim Extingu32
Share Issuance/ Claim Extinguishment Agreement (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Common stock value | $ 11,879 | $ 6,809 |
Claim extinguishment agreement [Member] | ||
Issuance of common stock shares related to agreement | 35,000,000 | |
Aggregate accounts payable | $ 183,443 | |
Common stock reserve future issuance to fair value | 1,218,000 | |
loss on settlement of debt | $ 1,034,557 | |
Common stock share issued to future issuance | 10,400,000 | |
Leaving of common stock shares | 24,600,000 | |
Common stock value | $ 856,079 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Second Loan agreement [Member] | |
Borrowed amount | $ | $ 9,262 |
Interest rate per annum | 18.00% |
Description for the payment of interest | payable at a rate of 9% on the semi-annual anniversary and 9% on the repayment date of August 15, 2018. |
Loan agreement [Member] | |
Borrowed amount | $ | $ 10,000 |
Interest rate per annum | 12.00% |
Description for the payment of interest | payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of August 11, 2018. |
Term Sheet [Member] | |
Credit facility, amount receivable upon first tranche | $ | $ 220,000 |
Commons stock shares issuable upon settlement of debt | shares | 1,000,000 |
Shares issuable upon full and final advance of credit facility amount | shares | 1,000,000 |
Warrants issuable upon full and final advance of credit facility amount | shares | 2,000,000 |
First tranche [Member} | |
Description of conditions to waive monthly fee | The lender can choose to waive payment of the monthly fee in exchange for conversion of the amount into shares of the Company's common stock at a price of $0.035 per share |
Description for conversion price | Should the price of the Company's stock increase beyond $0.05 per share, the conversion price will be struck at a 30% discount to the closing price of the volume weighted average price on the OTC market of the previous five trading days |
Description for the extension of credit facility amount | Pursuant to the Term Sheet, the term of the advances made will be for a minimum of two years and the Company shall have the right to increase the credit facility to $1,000,000 provided the minimum term extends to three years |
Due to Shareholder (Details Nar
Due to Shareholder (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Proceeds of shareholder loans | $ 22,536 | |
CEO [Member] | ||
Proceeds of shareholder loans | $ 22,536 |
Preferred and Common Stock (Det
Preferred and Common Stock (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Series A preferred stock, voting rights | voting rights equal to 299 shares of common stock, per share of preferred. | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 299,000,000 | 299,000,000 |
Common stock, shares issued for conversion | 62,144,524 | |
Shares issued during the period | 3,000,000 | |
Proceeds from issuance of common stock | $ 38,010 | |
Claim Extinguishment Agreement [Member] | ||
Shares issued during the period | 10,400,000 | |
Common share reserved for future issuance | 24,600,000 | |
Two Consulting Agreements [Member] | ||
Common stock fair value | $ 100,000 | |
Shares issued during the period | 3,154,574 | |
Stock description | The consultants paid, in aggregate, $3,154 for the shares, and the remaining balance of $96,846 will be expensed over the 180 day term of the consulting agreements. | |
CEO [Member] | ||
Common stock shares issued for employee stock incentive plan | 72,000,000 | |
Common stock fair value | $ 1,360,000 | |
Shares issued, per share | $ 0.001 | |
Series A Preferred Stock [Member] | ||
Preferred stock shares issued | 1,000,000 | 0 |
Series A Preferred Stock [Member] | CEO [Member] | ||
Preferred stock shares issued upon conversion to common stock | 1,000,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Major Shareholder and CEO [Member] | ||||
Salaries expense | $ 7,525 | $ 5,637 | $ 29,540 | $ 18,593 |
Director, Officer and Shareholder [Member] | ||||
Revenues for goods sold | $ 1,001 | $ 86 | $ 7,719 | $ 3,542 |
Consulting Agreement (Details N
Consulting Agreement (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Professional fees | $ 91,450 | $ 39,877 | $ 162,065 | $ 137,767 |
Consulting agreement [Member] | ||||
Common shares issued during the period | 12,500,000 | |||
Common stock fair value | $ 375,000 | |||
Exchange for services period | 18 months | |||
Professional fees | $ 8,929 | |||
Subsequent event description | In exchange for consulting services for a period of 18 months. |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Concentration of Revenues | 75.70% | 75.40% | 81.80% | 61.50% |
Concentration of accounts receivable | $ 15,399 | $ 121,487 | $ 155,470 | $ 173,021 |
Customer A [Member] | ||||
Concentration of Revenues | 71.30% | 52.70% | 52.40% | |
Concentration of accounts receivable | $ 17 | $ 113,831 | $ 100,236 | $ 146,099 |
Customer B [Member] | ||||
Concentration of Revenues | 47.70% | 4.00% | 18.50% | 9.00% |
Concentration of accounts receivable | $ 9,693 | $ 6,389 | $ 35,158 | $ 25,655 |
Customer C [Member] | ||||
Concentration of Revenues | 28.00% | 0.10% | 10.60% | 0.10% |
Concentration of accounts receivable | $ 5,689 | $ 1,267 | $ 20,076 | $ 1,267 |
Financial Instruments (Details
Financial Instruments (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Financial Instruments Details Narrative | ||
Accounts receivable | $ 2,622 | $ 118,354 |
Percentage of accounts receivable | 31.00% | 81.00% |
Annual sales | 10.00% |
Changes in Cash Flows from Op40
Changes in Cash Flows from Operating Assets and Liabilities (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Changes In Cash Flows From Operating Assets And Liabilities Details | ||
Decrease (increase) in accounts receivable | $ 72,763 | $ (50,539) |
Decrease (increase) in inventory | 46,697 | 47,951 |
Decrease (increase) in prepaid expenses and deposits | 41,786 | 1,067 |
Decrease (increase) in related party receivables | 163 | (2,558) |
Decrease (increase) in other receivables | ||
Increase (decrease) in income taxes payable | 356 | 256 |
Increase (decrease) in accounts payable and accrued liabilities | (35,165) | 78,810 |
Total | $ 126,600 | $ 74,987 |
Prior Period Misstatement (Deta
Prior Period Misstatement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Common stock | $ 11,879 | $ 11,879 | $ 6,809 |
Additional paid-in capital | 7,349,371 | 7,349,371 | $ 4,189,607 |
Originally Reported [Member] | |||
Prepaid expenses | 3,539 | 3,539 | |
Common stock | 6,739 | 6,739 | |
Additional paid-in capital | $ 4,089,627 | $ 4,089,627 | |
Weighted average shares outstanding | 67,314,229 | 67,291,017 | |
Restated [Member] | |||
Prepaid expenses | $ 105,539 | $ 105,539 | |
Common stock | 6,759 | 6,759 | |
Additional paid-in capital | $ 4,191,607 | $ 4,191,607 | |
Weighted average shares outstanding | 67,514,229 | 67,485,906 |
Prior Period Misstatement (De42
Prior Period Misstatement (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Common stock | $ 11,879 | $ 11,879 | $ 6,809 | |
Additional paid-in capital | 7,349,371 | 7,349,371 | $ 4,189,607 | |
Common stock fair value | $ 102,000 | |||
Issuance of common stock | 200,000 | |||
Understated [Member] | ||||
Prepaid expenses | $ 102,000 | |||
Common stock | 20 | |||
Additional paid-in capital | $ 101,980 | |||
Restated [Member] | ||||
Prepaid expenses | 105,539 | 105,539 | ||
Common stock | 6,759 | 6,759 | ||
Additional paid-in capital | $ 4,191,607 | $ 4,191,607 | ||
Weighted average shares outstanding | 67,514,229 | 67,485,906 |
Evaluation of Subsequent Even43
Evaluation of Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share price | $ 0.0001 | $ 0.0001 |
Subsequent Event [Member] | ||
Common stock shares issued for services, shares | 340,000 | |
Common stock shares issued for services, value | $ 10,000 | |
Subsequent Event [Member] | Second Share Purchase Agreement [Member] | ||
Share price | $ 0.02 | |
Common stock shares issuable under agreement | 400,000 | |
Description for share price | Fixed issue price of $0.02 per share (the "Fixed Price"), provided, however, that if the Company's volume weighted average price (the "VWAP") on the date the buyer provides a Stock Issuance Notice to the Company or on the date on which the buyer received such Issuance Shares, the Company's stock bid price is less than $0.035 (the "Minimum Price"), then the number of Issuance Shares shall increase as a result of a decrease in the Issuance Price below the Minimum Price | |
Subsequent Event [Member] | Share Purchase Agreement [Member] | ||
Share price | $ 0.02 | |
Common stock shares issuable under agreement | 100,000 | |
Description for share price | Fixed issue price of $0.02 per share (the "Fixed Price"), provided, however, that if the Company's volume weighted average price (the "VWAP") on the date the buyer provides a Stock Issuance Notice to the Company or on the date on which the buyer received such Issuance Shares, the Company's stock bid price is less than $0.035 (the "Minimum Price"), then the number of Issuance Shares shall increase as a result of a decrease in the Issuance Price below the Minimum Price | |
Subsequent Event [Member] | Share Issuance/ Claim Extinguishment Agreements [Member] | ||
Common stock shares issuable under agreement | 50,000,000 | |
Aggregate indebtedness | $ 154,056 | |
Subsequent Event [Member] | Loan agreement [Member] | ||
Borrowed amount | $ 37,770 | |
Interest rate per annum | 12.00% | |
Description for the payment of interest | The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of October 18, 2018 | |
Subsequent Event [Member] | Second Loan agreement [Member] | ||
Borrowed amount | $ 30,000 | |
Interest rate per annum | 12.00% | |
Description for the payment of interest | The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of November 3, 2018. | |
Subsequent Event [Member] | Third Loan agreement [Member] | ||
Borrowed amount | $ 50,000 | |
Interest rate per annum | 12.00% | |
Description for the payment of interest | The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of November 3, 2018. |